4 questions lodged at 2025 Djerriwarrh (DJW) hybrid AGM
September 30, 2025
Below is the text of the 4 written questions submitted at the 80 minute Djerriwarrh (DJW) hybrid AGM held at 1.30pm on September 30, 2025 at RACV Melbourne and via the Link/MUFG platform. See notice of meeting. Market cap $822m on AGM day. No early disclosure of the proxies in these formal addresses. Biggest protest 11.7% against rem report so ASA must have voted undirected proxies against in the poll.
Q1. There was an article in The Intelligent Investor on July 2 this year which mentioned that we owned 2.18% of associate Mirrabooka going into its $85m 1-for-7 non-renounceable offer at $3.06. Predictably, the majority of Mirrabooka's 8,000 retail shareholders did not participate but then AFIC swooped, lifting its 4.51% stake in Mirrabooka to 6.86% after spending $20m buying 6.534m shares. We heard at the earlier AFIC AGM today that this was a board decision. How did our board play the MIR overs investment decision and how did management decide what to recommend to each board?
Answer: The chair Graham Goldsmith said CEO Mark Freeman was conflicted but the DJW board decided to take up its Mirrabooka entitlement and also go hard for additional stock given they had spare cash, but he said it was nothing like what AFIC did. Watch video of exchange via Twitter.
Q2. Which of the proxy adviser services does our stable of LICs currently subscribe to and could Mark Freeman please comment on which upcoming AGMs he is focusing on in terms of the group potentially voting against a board's recommendation? Also, how many companies will our team meet with during the current AGM season and how does this compare with an earnings season. Are we more focused on earnings than governance and if serious about governance, why not publicly disclose how we vote our shares as most industry funds now do?
Answer: The CEO Mark Freeman said they subscribe to Ownership Matters and CGI Glass Lewis and he gave the usual defence about secret voting whilst stressing they do take governance seriously. Watch video of exchange via Twitter, plus these additional comments from the CEO detailing how they make their own decisions without following proxy advisers like lemmings.
Q3. Thank you for once again offering a hybrid AGM today. The only things you need to do to achieve AGM best practice would be to disclose the proxies early along with the formal addresses & disclose the poll outcome by including the head count data, like with a scheme vote. It would be useful to know how many of our 15,321 shareholders voted on this rem report item by proxy. Can you provide that information orally now & also encourage stable mates Mirribooka & Amcil to make these AGM process changes at their upcoming meetings?
Answer: The chair Graham Goldsmith declined to get with the program and wasn't able to gather the data from Link on the fly either. Watch video of exchange via Twitter.
Q4. As someone who has a lot of experience with offshore acquisitions from his time as Seek chair, could re-election candidate and our chair Graham Goldsmith comment on what he thinks about the AFIC group's glacial plans to establish a separate LIC with an international focus. Rather than a start up, shouldn't we attempt to merge and internalise the management of an existing LIC with an international focus and do it that way? How involved is Graham in these deliberations as the chairman of DJW?
Answer: The chair Graham Goldsmith declined to weigh in on this issue. Watch video of exchange via Twitter.
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